The legal requirement
A company must hold its Annual General Meeting (AGM) within the time stipulated in the Companies Act. For new companies, the first AGM must be held within 18 months from date of incorporation. Company must hold subsequent AGM in every calendar year, and not more than 15 months from the last preceding AGM.
At the AGM, decisions are made and important documents are also placed before the shareholders.
This is part of the legislative principle of corporate disclosure, accountability and transparency that is imposed on a company which commonly enjoys limited liability. Members of the public, including creditors and other interested parties, will have regular access to shareholder, director and other financial information of the company.
The law requires that a company must hold its AGM on time. Therefore, we will generally not grant more than 2 months of time extension.
Example of section 175 application
To help you understand when the application may be necessary, please refer to the following example:
The company is a private limited company.
Its accounts are made up to 31 December 2009.
In accordance with section 175, the company is required to hold its AGM by 30 April 2010.
The company encounters a problem and is only able to hold its AGM by 30 June 2010. To ensure that the company complies with section 175 of the Companies Act, it will need to apply for a two-month Extension of Time to hold its AGM.
In this example, there is no need to apply for an extension of time for the accounts under section 201 as the accounts are 6 months old at the time of the AGM.
Guidelines on application
1. Private limited and public unlisted companies can apply via BizFile for an extension of time of up to 2 months.
Step 1: At the BizFile homepage menu, select the transaction "Annual Filing" under the transaction group "Local Company”
Step 2: Select the transaction "Extension of time under section 175 (1 to 2 months) for private limited & unlisted public companies".
2. Public listed companies cannot apply for an extension of time online. The application should be made in writing to ACRA stating clearly the reasons for the application and enclosing any supporting documents, together with the application fee. Comments from SGX have to be sought and a copy of SGX’s reply has to be submitted together with the application.
3. If there is any change in the financial year, the company is required to file a "Notification for change of financial year" before lodging the application.
4. The application fees range from $50 to $100 ($50 for 1 month and $100 for 2 months). Please note that the application fees are non-refundable.
5. An application for extension of time must be made before the due date for holding AGM under section 175. Late applications shall not be considered.
6. The application for "Extension of Time under section 175" can be made either in one single application for a maximum period of 2 months, or two applications of a period of 1 month each.
7. The reasons for requesting more time must be stated in your application for the Extension of Time.
Who can apply?
Company officer (i.e. director or company secretary)
Professional firm on behalf of the company
Service bureau on behalf of the company
The estimated processing time for 85% of all applications is within 5 days; 100% within 14 days.
Please seek professional advice if you are unsure whether you need to apply for an extension of time, or whether you need to apply for an extension of time under section 201 in addition to the section 175 application. We regret to inform you that ACRA officers are not empowered to provide such advice.
Other related guidelines
Application for extension of time under section 201